What’s Behind Recent Proxy Proposals: 5 Key Findings

In 2012, labor unions and associated organizers under the “Occupy” umbrella have been especially active in challenging executives’ pay, according to a recent report by James R. Copland, director of the Manhattan Institute’s Center for Legal Policy. The Institute’s report is featured in ProxyMonitor.org, a publicly available resource containing searchable and sortable information on public company shareholder proposals.

Shareholder activists, along with “socially responsible” investing funds allied with certain academics, nonprofit groups, and Democratic Party activists, have also challenged corporations’ political spending—an issue brought to the forefront of public discourse by a presidential election campaign. Such efforts have largely dominated the corporate proxy season, in which shareholders vote on corporate business at companies’ annual meetings.

This report draws upon information in the Proxy Monitor database to assess the 2012 proxy season in historical context. Among its key findings:

A small group of shareholders continue to sponsor the overwhelming majority of shareholder proposals. In 2012, 36 percent of all such proposals were sponsored by labor-union pension funds; 31 percent were sponsored by three individual investors and their relatives and family trusts; and 22 percent were sponsored by investors with a “socially responsible” investing purpose or express religious or public policy purpose. Only 10 percent of shareholder proposals were sponsored by individuals other than the three “corporate gadflies,” and only 1 percent by institutional investors unaffiliated with organized labor or a social, religious, or public policy purpose.

Public-employee pension funds played a heightened role in the 2012 proxy season, sponsoring 38 percent of all labor-backed proposals, as compared with 26 percent in the entire 2006–12 period.

Religious-affiliated investors were far less active in the 2012 proxy season: proposals backed by religious investors constituted only 15 percent of all proposals backed by social, religious, or policy groups, as compared with 42 percent in the full 2006–12 period. Notably, Catholic orders of nuns sponsored only two proposals at Fortune 200 companies in 2012, as compared with 11 in 2011 and 16 to 19 annually between 2006 and 2012.

Shareholder proposals related to corporations’ political spending grew in number in 2012 but gained little traction. Proposals seeking to increase the disclosure of or to limit companies’ lobbying or spending on political purposes constituted a plurality of all proposals in 2012 and 45 percent of proposals with a social or policy-related purpose. The number of such proposals submitted per company in the Fortune 200 was 20 percent higher than in 2011, double that in 2010, and more than three times that in 2008. However, only 17 percent of shareholders, on average, supported these proposals in 2012, down from 22 percent in 2011 and lower than any other year in the 2006–12 period.

Labor-union pension funds’ sponsorship of shareholder proposals appears to be unrelated to shareholder return and connected to union-organizing activities and other labor objectives. As is the case across the full 2006–12 period, labor pension funds’ shareholder proposals are concentrated in companies and industrial sectors targeted by union-organizing campaigns. Each of the companies facing more than two labor-sponsored shareholder proposals in 2012 had share returns that outperformed its peer group in 2011; each company, however, had been engaged in public disputes with labor unions or had played an active role in the political process against organized labor’s interests.

The number of shareholder proposals receiving majority support fell in 2012, but this shift appears to be attributable to the types of proposals being introduced rather than a broader trend. Only 6 percent of shareholder proposals received majority backing at Fortune 200 companies in 2012, down from 7 percent in 2011, and below every other year in the full 2006–12 period. The average shareholder vote in 2012, however, was 25 percent, in line with the 2006–12 average. Econometric analysis of Proxy Monitor data shows that there is no statistically significant difference between 2012 shareholder voting and other years; the decrease in voting this year instead appears to be attributable mostly to shifts in the composition of shareholder proposals.

The recommendations of the proxy advisory firm ISS significantly influence shareholder voting, though the firm’s recommendations are systematically more inclined to favor such proposals than are the majority of shareholders. The proxy advisory firm Institutional Shareholder Services (ISS) makes recommendations to institutional investors on shareholder voting and has a dominant market share position (61 percent). Econometric analysis of Proxy Monitor data shows that a positive recommendation from ISS increases voting support for a shareholder proposal by 15 percent, controlling for other factors. However, ISS consistently supports a much higher share of shareholder proposals (63 percent) than do shareholders overall (less than 8 percent).

Who is driving shareholder activism?

The creation of the Proxy Monitor database last year soon revealed that a relatively small subset of investors drives the shareholder-proposal process. This trend, quite clear in 2011, has not changed. From 2006 through 2012, 84 percent of shareholder proposals have been sponsored by one of three investor types:

· 1) Four individual “corporate gadflies” and their family members;

· 2) Pension funds and other investment vehicles affiliated with labor unions, in both the public and private sectors; and

· An additional 15 percent of shareholder proposals are submitted by other individual investors, though many of these individuals are themselves “repeat filers,” also best characterized as gadflies, such as Gerald Armstrong. Others are social investors, such as John Harrington, who submits proposals in his own name in addition to those sponsored through his social investment fund, Harrington Investments. Only 1 percent of proposals have been filed by large institutional investors that do not have an express social policy orientation—hedge funds, mutual funds, and the like. This suggests that most institutional investors could be largely indifferent to the shareholder-proposal process, or that they view the process as an ineffective tool in driving shareholder returns.

· Organized labor’s investment funds have long played a large role in shareholder activism. In fact, these funds introduced a plurality of all shareholder proposals from 2006 through 2012: fully one-third of all proposals have been submitted by them. In 2012, the percentage of proposals sponsored by labor-affiliated investors was even higher: 36 percent. The share of proposals introduced by the main four corporate gadflies also rose—to 31 percent, from 26 percent in 2011. Meanwhile, the share of proposals backed by all other individuals declined from 15 percent to 10 percent. The percentage of proposals introduced by investment funds with a religious, policy, or social orientation also declined slightly in 2012, from 25 percent to 22 percent.

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